Excessive repetition of the film's theme
- In college, I convinced my roommates to partake in a BB drinking game. Every time a character said the word "fear," you take a shot. Needless to say, we had to stop fifteen minutes in, as we realized that continuing this game would result in all of our deaths. This movie beats its theme over your head so many freakin' times that WB should have offered moviegoers a complimentary visit to the hospital to be checked for concussions. It was just ridiculously heavy-handed at times.

Katie Holmes, and the character of Rachel Dawes as a whole
This issue kinda bleeds over into TDK, but at least TDK benefits from being spared the awfulness that was Katie Holmes. At no point, in all of my viewings of this film, did I ever buy her as a believable assistant district attorney. She looked like a child trying to fit in with the grown ups. The way she spoke her lines with any sense of urgency or reprimand just screamed, "Take me seriously!" She was way out of her depth, and she compensated by trying way too hard.

The character was condescending and holier-than-thou throughout the entire film, to the point where I seriously wondered what the hell Bruce saw in her. All her little snipes and jabs at him throughout the film (and coming to a head when he's getting ready for his ****ing birthday, of all things), just wore extremely thin for me, to the point where I was seriously rooting for Bruce to just say, "You know what? Screw you, Rachel." There was not a single likable thing about her in this movie for me, resulting in the last scene meaning nothing to me.

Preachy, unnatural dialogue
Did Falcone practice that speech of his in anticipation of Bruce showing up? Because there was nothing natural about his dialogue in that particular scene. People just don't talk that way in spontaneous conversation. When a scene blatantly feels scripted, something's wrong.

This problem surfaces with a few other characters as well - notably Ra's al Ghul, Thomas Wayne, and Rachel. With Ra's, it's somewhat okay, given that he was teaching Bruce ideologies and techniques. But with Thomas and Rachel, it got really heavy-handed at times.

One-liners
Horrible.

Under-utilized villains
Scarecrow being the most egregious of the three. Nolan had an opportunity to go all-out with the Scarecrow - particularly with the fear toxin sequences. Instead, we get a character who is taken out of the picture in the most anti-climactic, pathetic way humanly possible, and fear toxin sequences that were incredibly subdued and left so much to be desired. The character was just barely better than boring. With minor tweaking, he could have been removed from the film, and the plot would have been almost entirely intact.

The third act
All the good faith that Nolan had built up in the first act was almost wiped away with the brainless third act. We went from a thoughtful, engaging character study to a dumbed-down, generic action movie with the monorail sequence.

The batsuit
This is a completely re-invented take on Batman, but we get yet another rubber batsuit? What a ****ing disappointment. It still hurts.

Bruce does not kill?
Bruce claims he will not take a life, yet his actions in the monastery result in the deaths of several ninjas, his actions in the Tumbler endangered the lives of law-enforcing police officers, and his inaction on the monorail resulted in the death of Ra's al Ghul. So homicide is a no-no, but negligent manslaughter is fine and dandy? That doesn't sound like the Batman I know.